Common use of Pre-Closing Tax Periods Clause in Contracts

Pre-Closing Tax Periods. Sellers shall prepare at their cost and file all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date in a manner consistent with the manner in which the Company and Subsidiary Companies historically prepared their Tax Returns. Sellers shall also prepare at their cost and shall be entitled to control the preparation and filing of all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods (other than Straddle Periods) that are required to be filed after the Closing Date (including the Company’s income Tax Returns for its taxable year ending under Code Section 708 on the Closing Date); provided, that such Tax Returns shall be (i) prepared in a manner that is consistent with past practices of the Company and the Subsidiary Companies and applicable Law, and (ii) furnished to Purchaser (with the associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days prior to filing, provided that Sellers’ determination as to the treatment of any item on any such Pre-Closing Tax Return shall be final. The Company and Subsidiary Companies shall pay, and Purchaser shall cause the Company and the Subsidiary Companies, as applicable, to pay an amount equal to the Taxes payable with respect to all Tax Returns of the Company or the Subsidiary Companies for Pre-Closing Tax Periods that are first required to be filed after the Closing Date; provided, that Purchaser, the Company and the Company’s Subsidiaries, as applicable, shall be entitled to reimbursement by Sellers of all such Taxes to be paid pursuant to this Section 6.1(b) to the extent set forth in Section 6.1(a) prior to the Company or its Subsidiaries paying such Taxes.

Pre-Closing Tax Periods. (a) The Sellers shall prepare at their cost will cause PricewaterhouseCoopers, LLP to prepare, and file will file, or cause to be filed, all income Tax Returns for each Company for all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods that are required to be filed periods ending on or before prior to the Closing Date that are due after the Closing Date. All such Tax Returns shall be prepared in a manner consistent accordance with the manner in which historical accounting practices of the Company and Subsidiary Companies historically prepared their Tax ReturnsCompanies, consistently applied, unless a contrary treatment is required by applicable Law. The Sellers shall also prepare at their cost pay all costs and shall be entitled expenses related to control the preparation and filing of all such Tax Returns. The Sellers will permit the Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Sellers, severally and not jointly, will pay, reimburse and indemnify the Buyer and the Company for the Taxes on such Tax Returns of the Company in accordance with Section 11.1(a). (b) The Buyer will prepare and the Subsidiary Companies for Pre-Closing Tax Periods (other than Straddle Periods) that are required file, or cause to be filed after the Closing Date prepared and filed, (including the Company’s i) any Tax Returns for either Company for Straddle Periods and (ii) all non-income Tax Returns for its taxable year each Company for all Tax periods ending under Code Section 708 on or prior to the Closing Date that are due after the Closing Date); provided, that . All such Tax Returns shall be (i) prepared in a manner that is consistent accordance with past the historical accounting practices of the Company and the Subsidiary Companies and Companies, consistently applied, unless a contrary treatment is required by applicable Law, and (ii) furnished . The Buyer will permit the Sellers’ Representative to Purchaser (with the associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days on each such Tax Return described in the preceding sentence prior to filing. The Sellers will pay, provided that Sellers’ determination as reimburse and indemnify the Buyer and Company for Taxes on such Tax Returns related to the treatment of any item on any such Pre-Closing Tax Return Period (determined in accordance with Section 11.1(b)) in accordance with Section 11.1(a). (c) Notwithstanding the above, in calculating the liability for Taxes based on or measured by income or receipts for the calendar year that includes the Closing Date for purposes of this Section 11.2, any Tax deductions to either Company attributable to the Transaction Payments shall be final. The Company and Subsidiary Companies shall pay, and Purchaser shall cause the Company and the Subsidiary Companies, as applicable, to pay an amount equal allocated 100% to the Taxes payable with respect to all Tax Returns of the Company or the Subsidiary Companies for Pre-Closing Tax Periods that are first required to be filed after the Closing Date; provided, that Purchaser, the Company and the Company’s Subsidiaries, as applicable, shall be entitled to reimbursement by Sellers of all such Taxes to be paid pursuant to this Section 6.1(b) to the extent set forth in Section 6.1(a) prior to the Company or its Subsidiaries paying such TaxesPeriod.

Pre-Closing Tax Periods. Sellers (a) The Company shall prepare at their cost or cause to be prepared and shall timely file or cause to be timely filed, all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods that are required to be filed on or before after the date hereof and on or prior to the Closing Date. Sellers shall prepare or cause to be prepared and timely file or cause to be timely filed all income Tax Returns for the Company for all periods ending on or prior to the Closing Date in a manner consistent with the manner in which the Company and Subsidiary Companies historically prepared their Tax Returns. Sellers shall also prepare at their cost and shall be entitled to control the preparation and filing of all Tax Returns of the Company and the Subsidiary Companies for Pre-Closing Tax Periods (other than Straddle Periods) that are required to be filed after the Closing Date (including with respect to which the Company’s income items of income, gain, loss, deduction and other Tax Returns for its taxable year ending under Code Section 708 on the Closing Date); provided, that such Tax Returns shall be (i) prepared in a manner that is consistent with past practices of the Company and the Subsidiary Companies and applicable Law, and (ii) furnished to Purchaser (with the associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days prior to filing, provided that Sellers’ determination as items pass through to the treatment of any item on any such Pre-Closing Tax Return shall be finalSellers. The Company and Subsidiary Companies Sellers shall paypermit Purchaser to review and comment on each such Tax Return described in the preceding sentences during a reasonable period prior to filing and shall consider in good faith Purchaser’s reasonable comments. To the extent required or permitted by applicable law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their Tax Returns in a manner consistent with the Schedule K-1s prepared by Sellers for such periods. Except as set forth in this Section 9.1, Purchaser will prepare and Purchaser shall file or cause the Company to be prepared and the Subsidiary Companies, as applicable, to pay an amount equal to the Taxes payable with respect to filed all Tax Returns of or with respect to the Company or the Subsidiary Companies for Pre-Closing Tax Periods that are first required to be filed after the Closing Date. (b) Subject to Section 8.3(e)(ii) and the Tax Adjustment, except to the extent included as liabilities in the final determination of Closing Working Capital, the Sellers shall be solely responsible for and shall indemnify the Purchaser Indemnified Parties against any and all Taxes of the Sellers for any taxable period or portion thereof and any and all Taxes of the Company attributable to any taxable period or portion thereof ending on or prior to the Closing Date (the “Pre-Closing Tax Period”) and all related Losses, including, for the avoidance of doubt, the costs of preparing and filing any Tax Returns (other than any non-income Tax Returns that are timely filed by the Company in the ordinary course of business) and conducting any Contest relating to any Pre-Closing Tax Period, but (i) excluding the cost of participating in any Contest which is being controlled by the Sellers and (ii) any Taxes resulting from the Section 338(h)(10) Election (other than Taxes resulting from the application, if any, of Section 1374 of the Code or the installment method of reporting gain). For the avoidance of doubt, any employment or payroll taxes with respect to any bonuses, severance, exercise or cash-out of options or other compensatory payments in connection with the transactions contemplated by this Agreement shall be treated as arising in the Pre-Closing Tax Period. (c) To the extent that the party responsible pursuant to this Agreement for filing a Tax Return (the “Filing Party”) is required to remit any Taxes that the other party is responsible pursuant to this Agreement to pay (the “Paying Party”), the Paying Party shall pay to the Filing Party any such Taxes within ten (10) days after receipt of reasonably satisfactory evidence of the amount of such Taxes. In the case of any taxable period that includes but does not end on the Closing Date (each, a “Straddle Period”), the real, personal and intangible property Taxes (“Property Taxes”) imposed upon the Company allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and the Taxes (other than Property Taxes) imposed upon the Company allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended on the Closing Date, provided, that Purchaserexemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Company and the Company’s Subsidiaries, as applicableClosing, shall be entitled to reimbursement by Sellers of all such Taxes to be paid pursuant to this Section 6.1(b) allocated between the Pre-Closing Tax Period and the period after the Closing Date in proportion to the extent set forth number of days in Section 6.1(a) prior to the Company or its Subsidiaries paying such Taxeseach period.

Pre-Closing Tax Periods. Sellers Stockholder Representative shall cause the Company and the Company Subsidiaries to prepare at their cost and timely file all Tax Returns of the Company and the Subsidiary Companies Company Subsidiaries for any Pre-Closing Tax Periods Period that are required to be filed on or before due after the Closing Date Date. Unless otherwise required by applicable Law, such Tax Returns shall be prepared in a manner consistent with the manner in which past practice of the Company and Subsidiary Companies historically prepared their its Subsidiaries. Stockholder Representative shall permit Parent to review and comment on all income and franchise Tax Returns. Sellers shall also prepare at their cost Returns prior to filing and shall be entitled make such revisions to control such Tax Returns as is reasonably requested by Parent that do not adversely affect the preparation Common Holders’ liability for Taxes under this Agreement. Table of Contents (ii) Straddle Periods. Parent shall cause the Company and filing of the Company Subsidiaries to prepare and timely file all Tax Returns of the Company and the Subsidiary Companies its Subsidiaries for Taxes (“Pre-Closing Tax Periods (other than Straddle PeriodsTaxes”) relating to all periods that are required to be filed begin before the Closing Date and end after the Closing Date (including the Company’s income Tax Returns for its taxable year ending under Code Section 708 on the Closing Date“Straddle Period”); provided. Unless otherwise required by applicable Law, that such Tax Returns shall be (i) prepared in a manner that is consistent with the past practices practice of the Company and its Subsidiaries. Parent shall permit the Subsidiary Companies Stockholders Representative to review and applicable Lawcomment on all income and franchise Tax Returns and any other Tax Returns if such other Tax Returns show an unpaid tax liability for which the Common Holders would be responsible under this Agreement prior to filing and shall make such revisions to such Tax Returns as is reasonably requested by the Stockholder Representative that do not adversely affect the Company’s and the Company Subsidiaries’ liability for taxes that are not the responsibility of the Common Holders. The Pre-Closing Taxes shall be calculated as follows: For purposes of this Section 10.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Taxes that relates to the portion of the Straddle Period shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period from the first day of the Straddle Period through and including the Closing Date, and the denominator of which is the number of days in the entire Straddle Period, and (ii) furnished to Purchaser (with in the associated Tax Return work papers) for Purchaser’s review and comment not less than thirty (30) days prior to filing, provided that Sellers’ determination as to the treatment case of any item on any such Pre-Closing Tax Return shall Taxes based upon or related to income or receipts, be final. The Company and Subsidiary Companies shall pay, and Purchaser shall cause the Company and the Subsidiary Companies, as applicable, to pay an amount deemed equal to the Taxes amount that would be payable with respect if the relevant Straddle Period ended on the Closing Date, using the “closing of the books” method of accounting. Any credits relating to all a Straddle Period shall be taken into account as though the relevant Straddle Period ended on the Closing Date. Notwithstanding anything to the contrary herein, Company Expenses, any unamortized financing fees on the Credit Facility and the Option Consideration to the extent deductible under applicable Tax law shall be taken as a deductions on the Tax Returns of the Company or the Subsidiary Companies for Pre-Closing Tax Periods and its Subsidiaries that are first required filed for the taxable period ending on the Closing Date and, in the case of any Tax Returns filed for a Straddle Period, such deductions shall be allocated to be filed after the portion of the Straddle Period ending on and including the Closing Date; provided, that Purchaser. For this purpose, the Company and the Company’s Subsidiariessafe harbor of Revenue Procedure 2011-29, as applicable, 2011-18 IRB 746 shall be entitled to reimbursement by Sellers applied in determining the deductible amount of all such Taxes to be paid pursuant to this Section 6.1(b) to the extent set forth in Section 6.1(a) prior to the Company or its Subsidiaries paying such Taxes“success-based fees.”